UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 2, 2008
Plains All American Pipeline, L.P.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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1-14569
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76-0582150 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
333 Clay Street, Suite 1600, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code 713-646-4100
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
In accordance with General Instruction B.2 of Form 8-K, the information presented under this
Item 7.01 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference into any filing under the Securities Act of 1933 or
the Securities Exchange Act of 1934, each as amended.
On July 2, 2008, Plains All American Pipeline, L.P. (“PAA”) issued a press release announcing
that a wholly owned subsidiary of Occidental Petroleum Corporation (“OXY”), has entered into
definitive agreements to acquire directly from the existing owners an aggregate 10% equity interest
in the general partner of PAA, consisting of 10% of the Class A units in Plains AAP, L.P. (“Plains
AAP,” the sole member of PAA GP LLC, which is the general partner of PAA) and a 10% member interest
in Plains All American GP LLC (“GP LLC,” the general partner of Plains AAP). Collectively, Plains
AAP and GP LLC directly or indirectly own all of the 2% general partnership interest and incentive
distribution rights of PAA. In addition, OXY has committed to invest in PAA’s common units in
conjunction with PAA’s future capital raising efforts, subject to certain conditions. A copy of
the press release is furnished as Exhibit 99.1 hereto.
Closing of the transactions is subject to certain customary closing conditions. In addition,
the sale of certain of the interests is subject to receipt of consent under the credit facility of
one of the owners. However, to facilitate the certainty of the transaction, other owners have
agreed to sell additional interests such that OXY will acquire an aggregate 10% equity interest,
whether or not such consent is obtained. Closing is expected to occur within 45 days of signing.
In connection with the closing, various amendments will be made to the limited liability
company agreement of GP LLC and the limited partnership agreement of Plains AAP (the “GP charter
documents”). Under the GP charter documents, as amended, OXY will have the right to send an
observer to meetings of the board of directors of GP LLC. Under certain circumstances involving
changes in upper-level management, OXY will have the power to designate a director to serve on the
board.
To facilitate the transaction, the current owners have waived the right of first refusal
(“ROFR”) that would otherwise generally apply to any transfer of interest under the GP charter
documents. Similarly, all parties have waived the ROFR for a period of six months with respect to
future transfers of up to an aggregate of 10% of the Class A units of Plains AAP and the member
interest in GP LLC, provided such transfers are recommended by the management of GP LLC and the
consideration per unit of ownership is equal to or greater than the consideration per equivalent
unit paid by OXY.